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HomeMy WebLinkAboutDarigold - PWRF - Anaerobic Digester 30% Design Reimbursement AgreementFILED FOR RECORD AT REQUEST OF: City of Pasco WHEN RECORDED RETURN TO: City of Pasco, Washington 525 North 3rd Pasco WA 99301 PROCESS WATER REUSE FACILITY (PWRF) ANEROBIC DIGESTION PROJECT 30% ENGINEERING DESIGN AGREEMENT THIS AGREEMENT entered into this 4" day of N�, 2021, by and between Darigold, Inc., hereinafter referred to as "Processor", and the City of Pasco, Washington, a Municipal Corporation, hereinafter referred to as "City." WHEREAS, City operates an industrial Process Water Reuse Facility ("PWRF") that treats industrial wastewater from food processors located in the vicinity of the City of Pasco; and WHEREAS, Processor proposes to build a new dairy processing plant and discharge industrial wastewater from the new plant to the PWRF; and WHEREAS, the PWRF requires improvements to sufficiently treat Processor's proposed wastewater flows such that the PWRF continues to meet City's permit limits; and WHEREAS, the City's current PWRF is at or near capacity and requires expansion to enable Processor to use the facility; and WHEREAS, a Developer, Sustainable Energy Ventures (SEV), has made a proposal to City and to Processor to develop a new wastewater treatment plant that includes anerobic digestion for more comprehensive wastewater treatment and nitrogen removal to bring effluent nitrogen levels to below City's permit levels (together, "AD System"), a gas cleanup system ("Gas Cleanup System') for the production of Renewable Natural Gas, and an expansion of treatment capacity (all together, the "Project"); and, WHEREAS, to provide City and Processor with accurate wastewater treatment costs, Developer needs to complete a 30% engineering design effort on the AD System for a cost of $155,000.00, as well as complete an engineering design effort on the Gas Cleanup System and Balance of Plant ("BOP") engineering that is outside of the scope of the AD System design effort; and WHEREAS, Processor has agreed to support the cost of the 30% engineering design of the AD System; and WHEREAS, City has agreed to pay Developer $155,000 for the 30% engineering design of the AD System and obtain reimbursement of up to $25,000 from Processor through City's regular billing processes: and NOW, THEREFORE, and in consideration of the mutual terms and covenants contained herein, the parties agree as follows: 1. City Obligations. City shall: A. Work with Developer to support the 30% engineering design effort for the Project. B. Provide Developer available wastewater flow data, including volumes and composition. C. Provide payment to Developer for the cost of the AD System 30% engineering design effort. D. Provide Processor with a wastewater treatment cost proposal and the proposed project agreements at the end of the 30% design efforts to make an informed decision about moving forward with the Project. 2. Processor Obligations. Processor shall: A. Provide City and/or Developer with available wastewater flow data, including volumes and compositions, or similar information. B. Pay City an equally proportionate share of the cost of the AD System 30% engineering design effort, not to exceed $25,000. 3 Term. This Agreement shall be effective commencing on the 4 day of 2021, and all improvements, conveyances, and obligations of the parties with regard to the present agreement, shall be completed on or before the 30th day of January 2022 (thirty days after completion of the AD System 30% engineering design effort. 4. Authority to Approve Agreement. The parties represent and warrant that all steps necessary for the approval of this Agreement have been completed by: Darigold, Inc. City of Pasco Scott Burleson Dave Zabell Senior Vice President of Operations City Manager 5601 6th Avenue South, Suite #300 525 N 3`d Avenue Seattle, WA 98108 Pasco, WA 99301 PWRF Anaerobic Digestion Project — 30% Engineering Design Agreement Page 2 Darigold, Inc. Monica Johnson General Counsel 56016 1h Avenue South, Suite #300 Seattle, WA 98108 The officers signing below are authorized to do so and the execution of this Agreement is valid and binding for all purposes. 5. General Provisions. A. This Agreement constitutes the entire agreement between the parties, and no prior oral or written agreement shall be valid, and any modifications of this Agreement must be in writing signed by all parties. B. This Agreement shall be binding on the parties, and their heirs, successors and assigns. C. For the purpose of this Agreement, time is of the essence. 6. Dispute Resolution. In the event of a dispute between the parties regarding the interpretation, breach, or enforcement of this Agreement, the parties shall first meet in a good faith effort to resolve the dispute by themselves or with the assistance of a mediator. The remaining dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with all parties waiving the right of a jury trial upon de novo review, with the substantially prevailing party being awarded its reasonable attorney fees and costs against each other. The parties stipulate that Franklin County Superior Court is the appropriate venue, should judicial relief be required. Any disputes shall be governed by the laws of the State of Washington. 7. Mutual Cooperation and Further Ap-reements. The parties agree to cooperate in good faith, with regard to each and every aspect required for the completion Project which are the object of this Agreement, and to further sign all documents, deeds, and permits that are reasonably necessary to accomplish the purposes of this Agreement. DATED this 4-� day of NOVJM�6(' , 2021. [Signature page follows] PWRF Anaerobic Digestion Project — 30% Engineering Design Agreement Page 3 City of Pasco Washington: By: Title: City Mana STATE OF WASHINGTON) : ss COUNTY OF FRANKLIN ) On this day personally appeared before me `baa ( 2,11WJk\ , of the City of Pasco, Washington, described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN under my hand and official seal this � day of _j MW , 2021. Janette Sauter Romero Nowy Pubk 1 F -t7► �W►� otary Public in and for the State of Washington W Avp4: +w• ovoorlm¢s Residing at j) kL)AU" _ My Commission Expires: 1W pip 1 a 0 Dariold Inc.: By: ' Title: General Coun el STATE OF WASHINGTON) ss COUNTY OF KING ) On this day personally appeared before me Jh W� (C�_ (*)n %o, ATofaj N) ✓10 to me known to be the Developer, that executed the foregoing instrument and acknowledged the said instrument to be the free and voluntary act of and deed of said limited liability company, for the uses and purposes therein mentioned. GIVEN under my hand and official seal this -'J day of NW R rnb(n/ 2021. HCHELLE L CARTER �-(LAP'-v NOTARY PUBLIC N Y PUBLI in and for the State of Washington STATE OF WASHINGTON Residing at: 2 �Ua Limse Number 118829 My Commission Expires: ne JA Ny Commission Expires June 12, 2022 PWRF Anaerobic Digestion Project — 30% Engineering Design Agreement Page 4 kA`44